3. Preparing for a Successful Offering 23

letter to the underwriters, organize and participate in any pre-filing conferences with the SEC staff that involve the financial statements or related disclosures, and assist in the resolution of comments raised by the SEC staff in its review of the financial information included in the registration statement.
The importance of engaging qualified independent auditors long before the IPO cannot be overstated, particularly if your company has never had audits of its financial statements performed. The first audit of many young and expanding companies often discloses accounting and financial reporting problems that must be resolved before the registration statement can be filed.
Typically, large accounting firms are structured as full-service professional firms, offering services in various lines of business. Your independent auditors, as well as individuals from these other lines of business, can play a valuable role as advisors in a variety of areas before, during, and after the going-public process. Some of these include evaluating whether going public is the best alternative for your company, evaluating incentive compensation plans, accounting systems’ needs and capabilities, reviewing terms and conditions of acquisitions, and
tax planning.
In selecting an accounting firm, make certain that the firm is knowledgeable of your industry and its issues, experienced in SEC reporting matters and the IPO process, is capable of handling all that will be required of it during the registration process and thereafter, and is acceptable to the underwriters.
The financial printer
Another important, but sometimes overlooked, factor contributing to a successful IPO is the role played by the financial printer. The printer is responsible for printing the registration statement and prospectuses according to the format and presentation guidelines specified by the SEC. The major financial printers can also “EDGARize” your document and make the required filing with the SEC via EDGAR. (With respect to EDGAR, it is important that you file Form ID with
the SEC well in advance of the offering to receive your access and identification codes.) Because this is specialized printing involving rapid turnaround, only a few printers can adequately handle it. Your underwriters, attorneys, and accountants will be able to recommend qualified financial printers.
Other professional advisors
A public relations firm experienced in SEC registrations can help guide you through the restrictions of the “quiet period” and make the most of the
opportunities that do exist, help prepare materials for analyst presentations, and coach management with presentation skills. In addition, management teams are hiring speech consultants to help them prepare for the road show.
A stock transfer agent will need to be appointed to provide those administrative and operational services associated with trading stock. The transfer agent issues, cancels, and transfers stock certificates, pays dividends, and handles other corporate actions, as well as distributes shareholder reports.
Another administrative task you must consider is selection of a firm to design and print the company’s stock certificates.
PricewaterhouseCoopers LLP Roadmap for an IPO
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