5. The Going-Public Process 36

After effective date
5-7 Days
(0-30 Days (optional)
Provide certificates; Collect
Provide additional
Company
certificates; Collect
proceeds
additional proceeds
Company Counsel
Deliver documents/opinions
Update closing
documents
Independent Accountant
Deliver “bring down comfort
Second “bring down
letter”
comfort letter”
Exercise overallotment
Investment Banker
Provide net proceeds
option; Make
determination about
issuing research report
Investment Banker Counsel
Assist in closing
Assist in second closing
(See Appendix B — Detailed Going Public Timetable for more information)
Once a preliminary understanding with your underwriters has been reached, the IPO process begins in full force and a “quiet period” begins during which your company is subject to SEC guidelines regarding publication of information
outside the prospectus. The opportunity to enhance awareness of your company, its name, products, and geographic markets will be limited, since any publicity that creates a favorable attitude toward your company’s securities could be considered illegal. However, the continuation of established, normal advertising and publicizing of information is acceptable.
This phase of the offering should start with a sense of urgency, because the clock is ticking. You’ll need to juggle four tasks in parallel timelines and keep your business running as usual. These four tasks are:
The preparation of the preliminary prospectus;
The investigation of your affairs for underwriter due diligence;
The monitoring of market conditions for pricing purposes; and
The preparation of marketing materials for the road show.
36
PricewaterhouseCoopers LLP Roadmap for an IPO

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