IPOs for Private Equity-Sponsored Companies Post-JOBS Act: Overcoming the Legal Complexities

Navigating Stockholder Arrangements, Financial Reporting and Disclosures, Corporate Governance, and More

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Thursday, March 12, 2015

Recorded event now available

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Course Materials

This CLE program will discuss market trends for IPOs of private equity-sponsored companies, the impact of the JOBS Act, and legal issues involved in preparing for an IPO, including stockholder arrangements, SEC and SOX financial reporting, and disclosures and corporate governance and control issues.

Description

The robust U.S. IPO market presents opportunities as well as challenges for counsel to private equity sponsors seeking to exit portfolio company investments. Sponsors often conduct a “dual-track” process wherein they pursue an IPO while conducting a private auction. The JOBS Act has removed an impediment to the dual track process, namely the filing of registration statements containing sensitive financial information. 

Emerging growth companies (EGCs) can now confidentially submit registration statements with the SEC and maintain confidentiality until 21 days before launching the IPO. EGCs can also test the waters for an IPO by soliciting qualified institutional buyers and other institutional accredited investors before filing the registration statement.

There are a host of significant issues that sponsors must consider in opting for the IPO route for their portfolio companies, including (among many others) control rights, tax structuring, liquidation of shares, tag-along and drag-along rights, fee arrangements with the portfolio company, and future restrictions on stock purchases and sales.

Listen as our authoritative panel of finance practitioners discusses the opportunities for private equity-sponsored companies to seek IPOs as an exit strategy, the impact of the JOBS Act on IPOs of EGCs, and legal issues involved in preparing for an IPO, including stockholder arrangements, SEC and SOX financial reporting and disclosures, and corporate governance and control issues.

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Outline

  1. Recent IPO trends for PE-sponsored portfolio companies
  2. JOBS Act requirements for pursuing an IPO
  3. Dual track IPO/auction process
  4. Stockholder arrangements
  5. SEC and SOX financial reporting and disclosures
  6. Corporate governance and control issues
  7. Management fee agreements

Benefits

The panel will review these and other key issues:

  • What impact has the JOBS Act IPO on-ramp had on GCSs? Change to emerging growth companies
  • What advantages does a dual track IPO/auction process present for private equity sponsored companies?
  • What provisions of existing stockholder agreements must be carefully vetted or restructured?
  • What corporate governance challenges do PE-sponsored companies face in contemplating an IPO?

Faculty

Matthew E. Kaplan
Matthew E. Kaplan
Partner
Debevoise & Plimpton

Mr. Kaplan is Co-Head of the firm’s Capital Markets Group and a member of the firm’s Banking and Private...  |  Read More

Steven J. Slutzky
Steven J. Slutzky
Partner
Debevoise & Plimpton

Mr. Slutzky is Co-Head of the firm’s Capital Markets Group and a member of the firm’s Private Equity Group....  |  Read More

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