3. Preparing for a Successful Offering 22

You should not underestimate the level of commitment a public offering will require of you and your staff. The process requires a great deal of your attention and will likely distract you from the day-to-day operations of your business.
It is important that you recognize that this is common in an IPO and, in some instances, may necessitate hiring additional staff. As mentioned on numerous occasions in this guide, your team’s commitment to the offering will be the difference between a successful IPO and a failed attempt.
Your company’s securities counsel
As with any selection of individuals to provide professional services, there must be the right chemistry between the management team and your securities counsel. Your attorney will become the quarterback of your registration process.
Your counsel must be professionally competent and have the ability to put into plain English (see “Current Regulatory and Disclosure Issues,” page 12, for more information) technically challenging concepts and descriptions of complicated transactions. He or she must have the ability to evaluate large amounts of information and turn around documents quickly. It is imperative that you find an attorney who is experienced with the IPO process as well as your industry and who you are comfortable and confident with will protect your interests when dealing with the underwriters and the SEC staff.
The investment banker
A critical part of planning your public offering is the selection of an investment banker. This is a courting process that should start early and will allow each side to develop a level of comfort and knowledge to create a positive team environment. Please see “Choosing Your Investment Banker,” page 24, for a detailed discussion of what an underwriter does and how to choose and work with them.
The underwriter’s counsel
Also involved in the IPO process are the underwriter’s counsel who are generally responsible for drafting the underwriting agreement. They also review the entire registration statement and any related agreements and contracts that are filed as exhibits thereto. Their principal objective in reviewing the registration statement is to ascertain on behalf of the underwriter that the registration statement is complete and not misleading. In addition, underwriter’s counsel usually prepares the “blue sky” filing which is necessary to have the registration approved by state regulators. Another task performed by the underwriter’s counsel is the negotiation of the content of the “comfort” letter(s). See “The Going-Public Process,” page 34, for more detail.
Independent auditors
Your independent auditors will play a key role in the going-public process. Drawing on deep experience dealing with the Staff of the Securities and Exchange Commission and the registration process, your accounting firm should be uniquely positioned to play a lead role throughout the process as strategic and technical advisors. They will not only be responsible for auditing the various financial statements that will be included in the registration statement, but also will be responsible for reading, in depth, the textual portion of the registration statement and related financial information. Your auditors will issue a comfort
PricewaterhouseCoopers LLP Roadmap for an IPO

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