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DRIVING A SUCCESSFUL IPO San Francisco February 26, 2001 Larry Prendergast EVP of Finance LaBranche & Co Inc.

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Presentation on theme: "DRIVING A SUCCESSFUL IPO San Francisco February 26, 2001 Larry Prendergast EVP of Finance LaBranche & Co Inc."— Presentation transcript:

1 DRIVING A SUCCESSFUL IPO San Francisco February 26, 2001 Larry Prendergast EVP of Finance LaBranche & Co Inc.

2 2 THE IPO PROCESS OVERALL PLANNING Appoint Project Manager – Senior Operational Manager Who Reports To CEO Develop Long Term Business Plans & Financial Projections Select Discipline Project Managers – HR, Legal, Tax, Controllers, Treasury, Systems, etc. Hold Weekly Coordination Meetings Within Each Discipline Form Committee of Board To Resolve Conflicts Engage Outside Counsel, Auditors, Other Advisors

3 3 THE IPO PROCESS EARLY STEPS Pre-Select Lead Bookrunning Manager, Negotiate All Aspects of Economics (U/W, Selling, Management Fee Components of the “Spread”) Appoint Lead Bookrunning Manager Build Historical Pro-Formas Set Initial Capital Structure, Expected Cashflows Set Ratings Targets If Ratings To Be Sought Establish Dividend Policy If Not Zero Identify Board Members Develop Compensation Package For Executives Including Stock Option Plan Certify Internal Control Processes and Systems

4 4 THE IPO PROCESS PRE-MARKETING STEPS Obtain Ratings If Needed Draft S-1, MD & A Apply For NYSE Listing Select Specialist, Transfer Agent, Printer File Debt S-3 As Appropriate Select Lead Underwriters and Co-Managers -Institutional/Retail Goals -Domestic/International Goals -Analyst Coverage -Distribution Strength -After-Market Commitment - Overall Relationship Set Accountabilities/Responsibilities/Economics For Leads and Co-Managers Determine Size Of “Greenshoe” Assemble Balance Of Syndicate

5 5 THE IPO PROCESS MARKETING STEPS Develop Roadshow Plans -Number of Teams/Specific Players -Targeted Investors -Selected Cities -Timeline, Sequence Develop Valuation Views -Business Due Diligence – Company Presents To Underwriter’s Analysts, Bankers And Outside Counsel -Financial Due Diligence – Company Presents Financials To All But Analysts -Analysts Develop Models With Guidance From Company

6 6 THE IPO PROCESS MARKETING STEPS (cont’d.) Establish IPO Size and Filing Price Range -Company/Capital Markets/Analysts Views -Allow For “IPO Discount” -Comparable Company Values -P/E Multiples vs. Total Returns -Multiple Of Sales vs. Revenue Growth -Market Multiple Comparisons -Finalize “Lock-Up” Agreements

7 7 THE IPO PROCESS ROADSHOW STEPS File S-1 “Warm-Up” Analysts Dry-Run Sales Force Presentations/Feedback/Re-Tool Commence Roadshow -1 on 1 Meetings, Group Meetings -Investor Feedback Loops/Re-Tool Analyze Book As It Builds Respond to SEC Comment Letter Consider Amending Filing For Size Or Price Range

8 8 THE IPO PROCESS PRICING AND ALLOCATION Do In Person, Not On Telephone Test Size/Quality Of Book Determine Investor Commitments To Buy In Secondary Market Assess Competitive Securities/IPOs Price To Yield “Modest” IPO Discount Price For Success Oversee Bookrunner’s Process Ensure Retail/Institutional, Domestic/Foreign Goals Met Demand Fairness Sign, Close, Receive Cash Enter Stabilization Phase – Short Covering & Greenshoe Decision

9 9 THE IPO PROCESS TYPICAL ROADSHOW CITIES AsiaEuropeUSA Hong Kong Singapore Tokyo Amsterdam Edinburgh Frankfurt Geneva Glasgow London Paris Zurich Austin Baltimore Boston Charlotte Chicago Columbus Denver Detroit Fort Lauderdale Hartford Houston Kansas City Lansing Los Angeles Madison Milwaukee Minneapolis New York Orlando Philadelphia Pittsburgh Portland San Francisco San Antonio Tampa Toronto Note: Do not schedule Boston or New York as last – permits acceleration if IPO “priceable” early


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