Event Summary. The Return of the IPO Friday, May 7 th, Hosted by Business Wire/Boston

Transcription

1 Event Summary The Return of the IPO Friday, May 7 th, 2004 Hosted by Business Wire/Boston

2 Introduction Business Wire/Boston s The Return of the IPO gave public relations and corporate communications professionals the opportunity to learn more about some of the challenges that companies face before, during and after the initial public offering (IPO) process. Our discussion featuring Bob Brennan of Connected Corporation, David Calusdian of Sharon Merrill Associates, Kathleen O Donnell of NitroMed, Inc. and Jim O Hare of Kirkpatrick & Lockhart LLP. Michael Becker, Business Wire s Manager of Global Disclosure Services, served as moderator. He kicked off the meeting by pointing out that there were 32 IPO pricings during the first quarter of the highest level for a first calendar quarter in four years. Additionally, a total of 78 companies filed to go public during 1Q 2004, compared to 40 filings in the prior quarter and just 6 new filings in the year ago period. As a result, the IPO backlog swelled to nearly 100 deals, up 67% since the start of the year. David C. Calusdian, Executive Vice President, Sharon Merrill Associates As Executive Vice President of Sharon Merrill Associates, David Calusdian provides clients with strategic counsel and direct support on projects such as investor perception studies and corporate presentations, and in planning events such as investor road shows, analyst days and IPO s. David spoke to the audience about preparation before an IPO. He began with statistics from an Ernst & Young study*, which surveyed key executives 1-3 years after their companies IPO. The findings reveal: - Of those surveyed, 47% felt they were unprepared for the IPO - Of the successful IPO s, 66% felt that they were adequately prepared - Of the unsuccessful IPO s, only 38% felt that they were adequately prepared *E&Y surveyed key executives, usually CEO/CFO, from the 517 companies. The results were based on their subjective opinions and a number of financial and non-financial metrics. David then outlined the key steps involved in preparing for an IPO and added some tips for each: 1) Building a public company infrastructure establish appropriate policies Decide who will be speaking officially for you - Be aware of corporate governance post Sarbanes-Oxley and try to provide the different types of information in different ways Train your employees on the responsibilities of being a public company - How to manage material information and disclosure regulations Select your vendors - Choose your wire service, who will maintain the IR portion of your website, who will keep it up-to-date, and who will be your conference call provider 2) Creating the right corporate positioning Make sure you have visibility before you go public Your company is being measured based on its performance relative to its peer group Position yourself and decide on your peer group if you don t, others will do this for you Decide what metrics you will disclose quarter after quarter, since the investor community expects consistency in financial communication

3 Make sure you have a fact sheet prepared outlining company strategy, financials and so forth Remember that non-financial metrics are also critical and may account for 35% of an investor s decision Prior to approaching the investment banks, have a financial presentation ready 3) Targeting appropriate analysts and investors - David stressed the importance of building relationships before, during and after the IPO process Pay attention to visibility among the retail audience through the media Constant sell-side relationship building is essential Know that many early investors may have moved on after year 1 and establish relationships with the buy-side early on In summary, David recapped the important components of a successful IPO: Preparation is critical to success Build a solid public company infrastructure Create a lasting corporate image Develop long-term relationships with the investment community Hit the ground running! View your IPO as a transformation, NOT a transaction Kathleen O Donnell, Director, Public Affairs, Investor Relations, NitroMed As Director of Public Affairs and Investor Relations at NitroMed, Inc., Kathleen O Donnell is an acknowledged leader in the pharmaceutical industry. Kathleen has successfully guided companies and organizations to build key consumer and patient focused alliances to advance strategic business objectives. She has also developed international and U.S. product support programs for pharmaceutical and biotechnology companies, including new product launches and corporate imaging campaigns. NitroMed, an emerging pharmaceutical company that is developing nitric oxide-enhancing medicines, announced its IPO in November Kathleen spoke to the audience about the communication process during an IPO. She stressed that this is a very practical, diligent exercise, and you must be prepared. She described the process as one that goes by rapidly: once you pull the trigger, it s a race for life. While lawyers and bankers drive the S-1 process, Kathleen also had a seat at the table as this key document was crafted. Kathleen commented that whatever you say you are in your S-1 is what you are. The NitroMed board selected banks whose reputation would add value and whose analysts were respected on Wall Street. Their bankers have stuck by the company post-ipo, which Kathleen sees as key You don t need to be dumped by the people that bring you to the party. Make sure you have strong relationships with your bankers as you ll be spending a considerable amount of time with them! Kathleen pointed out that your overall message must remain consistent with the contents of your S-1 (in compliance with Regulation FD and Sarbanes-Oxley). Be sure to make your message good and real not slick as investors will know better. The difficulty is making the same message sound fresh.

4 Kathleen passed along several practical tips: Review your resources before you begin; it s always valuable to have guidance from independent contractors or IR firms. Be sure you have an IR/corporate communications kit. Be sure you have a system of fulfilling requests in timely basis do not hesitate. Remember the importance of your website it is your face to the world, and you must look simply marvelous. From a content standpoint it must always be compliant with your S-1, and you must have the infrastructure in place to post content on a timely basis. Remember to add a boilerplate to all of your news releases. Look to create a realistic news flow. Lastly, Kathleen addressed the issue of the quiet period, which is for obvious reasons difficult for communicators to fathom! Your company s law firm should steer you straight however. Kathleen stated that by the time you re talking with investment bankers in the pre-filing phase, you can talk about the company but steer clear of the financials. Use your past communication history and think about being consistent. If there IS a major story during your quiet period, be warned that it might impact when you can go public with your pricing information. NitroMed was faced with a tough situation in that their quiet period coincided with the time that the story on their product was strengthening. A prominent story did run in the Washington Post, but it was defensible because NitroMed did not initiate the story. Kathleen found it tougher when CNN and other news media called to follow up on the story however. Again, legal counsel was consulted and advised her accordingly. While some reporters simply won t understand the concept of a quiet period and may think you re hiding something, but you must abide by it or your company will lose out in the long-term. The quiet period is a challenge, but it s real. Don t violate it Follow David s guidelines and have fun with it it s an exciting time. Jim O Hare, Kirkpatrick & Lockhart LLP Jim O Hare of Kirkpatrick and Lockhart LLP has 20 years of experience in representing technologybased companies, their boards of directors and investors in the areas of mergers & acquisitions, general corporate matters, dispute resolution, and public and private financings. He has served clients in various capacities during this time as an attorney, a public company general counsel and senior executive and investment banker.

5 Jim prefaced his remarks with his take on the hottest IPO of the moment: Google epitomizes the "golden rule." It is the hottest investment property on the planet and will dictate its own terms - corporate finance and corporate governance. For mere mortals, the spotlight of Sarbanes-Oxley and NASDAQ listing requirements will continue to demand tremendous amounts of executive time to be devoted to the procedural side of corporate governance - perhaps to the detriment of quality decision-making. Jim approached the IPO process from several different angles, including: 1) Corporate housekeeping: in Jim s view, this is the single biggest item that companies go through in IPO preparation. Sarbanes-Oxley was created out of a perfect storm of corporate scandals, but in reality a lot of SOX requirements are not far off from best practices that should have been used by management teams all along for instance CEO and CFO certifications, codes of conduct for senior executives, and the necessity for internal committees to run checks. 2) Advisors selection: Select your lawyers, accountants and investor relations firm carefully. Find advisors with experience in your industry you ll need their judgment come crunch time. 3) Registration statement preparation: This will usually take three good, long working sessions with your underwriter. This is a gruesome and inefficient but necessary process. The SEC will take days to review your registration statement and come back with comments. 4) Underwriters: Determine what they are bringing to the table in terms of, for example, research capabilities. Find out how they will support the company post-deal. Talk to companies whose markets are being made by your prospective firm and see what their experience has been. People are generally open and will provide you with helpful advice. 5) Wall Street analysts: Figure out how your company will be covered. Your might think your company is unique, but stocks are not priced that way find your peer group, look at how they re being analyzed. A typical senior analyst might cover 20 companies learn how to siphon your information so it makes sense for the analyst community. 6) The morning after: Be aware of internal issues, tax issues, etc. Remember that employees with stock options will want to exercise them, but may not understand how/when to take their money. Stock option execution is vital. 7) Your exit strategy. Jim cited Morgan Stanley s annual IPO report focusing on technology IPO s, which concluded that 2% of all tech companies that went public between 1980 and 2002 accounted for 100% of the equity gain! The expectation at this point is that there will be 100+ IPO s in 2004, more than the number in 2002 and 2003 combined, but 60-80% of all exits will still be made via M&A. There are certainly benefits to doing an IPO however you effectively coin your own currency, your employees typically want it, it s a great way to showcase your company and there s also a status/ego factor that can t be ignored. The Google IPO will be interesting it should add a sense of stability to the market.

6 Bob Brennan, Chairman and CEO, Connected Corporation Bob Brennan joined Connected Corporation in April 2000 as the company s President and was named Chairman and CEO in As part of his leadership role at Connected, Brennan frequently advises corporations on how to best protect and archive their data, and establish best practices in distributed information management. Bob gave a brief summary of the reasons behind Connected Corporation s decision to withdraw its IPO application in 2000 and wait until this year to move forward in seeking publicly traded status. The company employs a recurring revenue model, a sort of pay-as-you-go methodology that allows customers to pay for the software as they use it. There are less upfront expenses for clients this way, and as long as company is diligent, this will equate to more money over a long period of time. Hate your suspects; tolerate you prospects; love your customers. He explained that in 2000, Connected only had about half of the revenue it does today; however, it was able, with the help of backers, to grow via private equity. In the years since the company withdrew its application, it has expanded its reach to offer two products protection and recovery/archival of data. Specific criteria Bob looks for in developing these new products: Is there an urgent need for this product? Is it bankable - will people budget for it? What is its potential for pervasiveness is it a universal product? The make money now, fund growth later approach has been successful for the company. Connected had $27.4 million in revenue in 2003 and is targeting $36.3 million this year. Bob noted that added that he approached decisions with a pessimistic perspective. This way he can be prepared for everything and can only be pleased when he s wrong. Q&A Question: We re not all Google. When do we know to pull the trigger on an IPO? Bob: It s a matter of timing for each company. Connected currently has its finger on the safety. 18 months ago the company wouldn t have met the bar, but since half of its revenue is now recurring, they do make the grade in 04. Bob differentiated between being able, versus willing, to go public. Also, you need to consider trends in the economy and such factors as the election year, etc. Jim: Ask how much visibility your company has. Jim recommends at least four quarters of visibility. Unless you re a biotech company, you need to be profitable or at least close to it with a good explanation as to why you re not quite there. Again it depends on the market. As the market heats up,

7 the bar will come down. Be realistic the big institutional holders won t show interest below a certain level, which may prompt a lack of liquidity in your stock. Question: How many investment banks did you consider? How did you select yours? What is your view in hindsight? Kathleen: In NitroMed s case, much of the board was made up of VC s, very qualified people. They selected banks with a good reputation that are recognized on the street and could add value. They selected banks that would stick by, educate and challenge them. Jim: Decisions regarding underwriters and investment banks are usually made at board level. Often times, a member of the board will have worked or done business with them before. Question: When does the quiet period begin? What can and can t you say? Jim: Talk to the counsel that you ve selected. Better to find out what you can rather than what you can t say. Most of the time, and certainly during the S-1 period, there will be shades of gray. Use common sense. Kathleen: The quiet period last about 12 months. It s painful, but in NitroMed s case it was short. Listen to your legal counsel! David: Get your news out before the quiet period. Question: Kathleen mentioned that she was involved in the S-1 process. Is it typical for IR and PR counsel to have that access/responsibility? Bob: Both PR and IR teams will be involved at Connected. Communication is something every company can do a better job of. Jim: It s vital to make sure everyone is on the same page. Parting Thoughts David: Start preparing early start acting like a public company. Jim: Prepare, keep an eye on the window, and surround yourself with people who have been there before. Bob: Keen an eye on Connected Corporation! Kathleen: Stay focused remain diligent.