All information presented was relevant and interesting. The resources provided will be a valued reference tool.

Michelle L. Porter, Senior Manager
TW Telecom Inc

To register online, click the city below. To register by fax, click here. For hotel information, click here.

September 15 Boston Hyatt Harborside

IPO: Your Guide to Going Public

ONE DAY — 8 CPE Credits

If your company is considering an IPO and looking for practical guidance to navigate the many steps involved in the process, then this seminar is a must for you.

In this workshop you will interact with the instructor to:

• 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

• Get a glimpse into life after the IPO

COURSE SCHEDULE

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

Course Objective: To learn the requirements for preparing an Initial Public Offering.
Prerequisites/Advance Preparation: None.
Experience level: Overview

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CALENDAR

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