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IPO: Your Guide to Going Public

CPE Credits: 8 Program Level: Overview Prerequisites: Yes*

* Prerequisites: "SEC Reporting Skills Workshop," or experience with the SEC reporting process and use of Instructions to Forms, Regulations S-K and S-X.

Objective: By using interactive lecture and examples, this workshop will give participants an in-depth understanding of the Initial Public Offering process, including the SEC's registration process, preparing the registration statement and completing the offering.

  • Understand the decision process, and the pros and cons for taking your company public
  • Learn the steps, intricacies, and possible pitfalls of the offering process
  • Understand the SEC's registration process and the special rules for IPOs
  • Learn how to prepare the registration statement
  • Understand the process of dealing with the SEC staff and appropriate market communication
  • Learn the steps to completing the offering
Date City Register
May 25, 2012 San Francisco, CA Register

Agenda

Day 1
8:00 - 8:30 a.m. Registration/Continental Breakfast
8:30 - 8:45 a.m. Workshop Overview
8:45 - 9:15 a.m. Making the decision - Are you ready for an IPO?
  • Advantages and disadvantages
  • Timetable for an IPO - never too soon to start getting ready
  • Overview of the steps in the IPO process
  • Who do you need on your team?
  • How long will it take?
  • Budgeting for an IPO - what are the costs?
  • What new functions and infrastructure will you need as a public company?
  • What are the ongoing costs of being public?
  • Liability exposure of the officers and directors
  • Civil and criminal liability risks under the 1933 and 1934 Acts
9:15 - 10:15 a.m. Starting the IPO process
  • Assembling your IPO team - underwriters, attorneys, accountants and financial printers
  • Considerations in selecting underwriters and attorneys
  • Importance of Investor Relations involvement
  • Corporate housecleaning – a crucial process
  • The "due-diligence" process, including comfort letters
  • Determining the basic IPO structure
    • Primary v. secondary offering
    • Selecting a stock market - comparing NYSE and Nasdaq requirements
    • Internet marketing or sales?
  • The all hands meeting
  • Preparing a schedule and time and responsibility document
10:15 - Noon Preparing the Registration Statement
  • Required disclosures - securities being offered - SEC disclaimer - use of proceeds - selling security holders - plan of distribution - dilution
  • Items that are consistent with Form 10-K requirements
  • Describing your business - the past five years - products, customers, competition
  • Risk factors
  • Writing a quality MD&A
  • Sensitive compensation/related party disclosures about executive officers and directors
  • The auditors' responsibilities and liabilities; independence issues - traps to avoid
  • Dealing with the "plain English" requirements
Noon - 1:00 p.m. Luncheon
1:00 - 2:15 p.m. Financial Statement Requirements of the Registration Statement
  • Working with Regulation S-X - financial statement disclosure requirements that exceed GAAP
  • Rule 3-09: equity investees - requirements for separate financial statements or summarized financial data
  • Rule 3-05: financial statements of businesses acquired or to be acquired
  • Rule 3-12: the 135 day rule for updating financial statements
  • Critical disclosure issues: the latest list of SEC "hot buttons" in financial reporting
2:15 - 3:15 p.m. Filing the Registration Statement and What Happens After You File
  • Effectively handling amendments and the SEC comment process
  • Continued due diligence procedures
  • Printing the preliminary prospectus (red herring) and commencing the roadshow – telling your story to the investment community
  • Going effective: Handling the details, including "Gun jumping"
3:15 - 4:30 p.m. Completing the Offering and Life as a Public Company
  • Pricing and circulating the final prospectus
  • Closing the offering and collecting the proceeds
  • Reporting the use of proceeds in quarterly and annual reports after the offering
  • Sale of restricted or control stock under Rule 144
  • Filing Form S-8 for stock options
  • Investor Relations, publicity and Regulation Fair Disclosure
  • Insider trading rules under Section 16
  • The short-swing trading restrictions under Section 16
  • Requirements for disclosure controls and procedures, internal controls and 302/906 certificates for your quarterly and annual reports
  • XBRL
Date City Register
May 25, 2012 San Francisco, CA Register

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       Year after year, an excellent program. I expect to attend this program every year until I retire!

Pamela B. Bruno Vice President, Controller & CAO BNP Residential Properties, Inc. Charlotte, NC

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