If your company is contemplating an IPO in its future, learn from the experts how to hoist your sails early for your most favorable outcome. Did you know that your success or failure can swing widely on whether you have some essentials in place early? It’s true. As things become supercharged in that two-year period before and after going public, most companies face huge transitions and an onslaught of new work. The financial and legal requirements seem endless, and everyone is adjusting to a new mindset. Life as a public company is a whole new voyage. As you set your course, you will likely face some dramatic culture changes as well, as your company transitions to a new investor base and Wall Street scrutiny. Navigate the difficult waters with the sage advice of these Silicon Valley experts, who will review the financial and legal considerations that are critical, plus tales from the trenches from a company who has gone through it all. Don’t get caught under resourced and overwhelmed.

1. Smooth Sailing for a Successful IPO
How to prepare for high seas and big adventure
August 6, 2015

2. Welcome!
 About today’s webinar: (housekeeping)
• 1 hour online program
• You can submit questions at any time through the “chat”
box on your lower right side of the console
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• We are happy to share the presentation slides after the
program – send us a chat message; or email
emurto@roseryan.com
• We are recording this event and will circulate the replay
link to you

3. Agenda
 Introduction: The IPO Journey Susan
 Navigating Legal Waters Matt
 Strengthening Finance Operations Diana
 Executive Priorities Susan
 What to Watch Out For Panel
 Final Thoughts Panel

4. Bio - Diana Gilbert
Diana has 30 years of corporate and operational finance experience focusing on technical
accounting, process improvement and financial systems, due diligence and transitional
support for mergers, acquisitions and divestitures, SEC reporting, Sarbanes-Oxley, and
revenue recognition.
She is the Director of RoseRyan’s Technical Accounting group and a member of the
Corporate Governance team. As a RoseRyan senior consultant she has advised such
clients as AcelRx Pharmaceuticals, Alexza Pharmaceuticals, ArcSight, Bell Biosciences,
Catellus Development, Cepheid, Coupons.com, DNAnexus, Informatica, Mendel
Biosciences, Mimosa Networks, Vivus, and Zynga. Prior to RoseRyan, she held Corporate
Controller positions at VNUS Medical Devices, Electroglas and Digital Interiors, various
management positions at HearMe and CIDCO, and was a Senior Manager at KPMG.
Diana is a CPA (inactive), and holds a BS in Business-Accounting from San Jose State
University.
Senior Consultant
RoseRyan, Inc.

5. Bio - Matthew Rossiter
Partner
Fenwick and West LLP
Matthew Rossiter represents startup companies, established public companies and venture
capital investors, with particular focus on the healthcare and enterprise software industries.
He advises clients on a variety of corporate and intellectual property transactions, including
the formation of startup ventures, equity and debt financings, mergers and acquisitions,
and complex commercial and intellectual property transactions. Matt is the lead researcher
and co‐author of Fenwick & West’s Life Sciences Financing Survey, a biannual report that
analyzes the valuations and terms of venture financings for the U.S. life science
companies, as well as trends in life science financing, VC fundraising, M&A and IPO
activity.
In addition, Matt served as an interim in-house legal counsel for Virgin America during the
startup phase of its operations. Matt is a frequent lecturer at Stanford Law School and
Wharton Business School. While in school, Matt was a member of the Duke Law Journal
and was named recipient of the Faculty Award in Business Organization and Finance.

6. Bio – Susan Berland
Consultant
Finance & Strategy
Susan Berland is a financial executive with expertise in diverse areas of financial
management and business transactions gained in over 20 years of experience. She has
been a member of management teams that have concluded successful financings as
secondary and IPO stock offerings, debt instruments, and private placements. Her senior
management experience has included the positions of Chief Financial Officer for Mendel
Biotechnology, Poniard Pharmaceuticals, Director in Monsanto’s Company’s corporate
M&A group, and then subsequently leading that Company’s Financial Planning function
through their merger with Pharmacia & Upjohn.
She has worked in a variety of industries including life sciences (pharmaceuticals,
molecular diagnostics, and medical devices), agriculture (seed operations, biotechnology,
and crop protection), and telecommunications.
As a consultant to the life sciences industry her clients have included such companies as
Veracyte Inc., Atreca Inc., Presidio Pharmaceuticals, Sierra Surgical Technologies, Ceres
Inc., and Richmond Chemical Co. Ms. Berland holds MBA and BBA degrees from the
University of Wisconsin – Milwaukee.

7. Introduction

8. The IPO Journey
Phase 1 Phase 2 Phase 3
1-2 years
prior to IPO
IPO
Process
Newly
Public
 Early decision focus
to support being
public
 Evolve policies &
practices
 Build relationships
with investors,
analysts, press
 Educate employees
 Team / roles
 Timeline
 Messaging: internal
& external
 Document creation,
SEC filings
 Roadshow
 Be ready for the
‘day after’
 Communications and
Public Image
 SEC reporting, XBRL
 Deadlines
 Earnings release,
EPS, metrics
 Compliance

9. Navigating Legal Waters
Matthew Rossiter
Fenwick & West LLP

10. Key Legal Considerations
Phase 1 Phase 2 Phase 3
1-2 years
prior to IPO
IPO
Process
Newly
Public
 What it takes (… to be
a marketable public
company)
 Management team and
board development
 Get to know investors
 Raise public profile
 Mezzanine (“cross
over”) financing
 Intensive 4-6 month
process
 JOBS Act has
changed the game
 Confidential filing and
marketing
 Relaxed disclosure
requirements
 Disclosure of material
developments
 Affirmative obligations
 Investor expectations
 Regulation FD
 Building relationships with
analysts and investors
 Guidance (earnings and
key developments)

12. JOBS Act
 Confidential S-1 submission
• Must flip public 21 days before road show
 Improved marketing of IPO process
• “Testing the waters” meetings (marketing to QIBs and
AIAs) pre- and post-org meeting
• Relaxation of rules re research analysts
 Relaxed IPO and post-IPO disclosure
obligations
• Reduced S-1 financial statement requirements
• Reduced executive compensation disclosure
• Exempt from SOX 404(b) auditor attestation

13. Life as a Public Company
 Transitioning out of EGC status
• 5th year after IPO or sooner if public float > $700M
 Disclosure of material developments
• Affirmative obligations – Form 8-K etc.
• ‘Voluntary’ disclosure, driven by:
• Investor expectations, Regulation FD
• Insider trading concerns
• Exchange listing requirements
• Operating a good disclosure committee
 Building relationships with analysts and
investors
• Same principles as for ‘voluntary’ disclosure

14. Strengthening
Financial Operations
Diana Gilbert
RoseRyan

15. Getting Your House in Order
Phase 1 Phase 2 Phase 3
1-2 years
prior to IPO
IPO
Process
Newly
Public
 Technical
accounting
 Equity
 Financial audits
 Streamline close
 Internal controls
 Systems
 Data warehouse
 Team / roles
 Timeline
 Messaging
 SEC response team
 SEC reporting
 Deadlines
 Earnings release
 EPS, Metrics
 XBRL
 SOX 404

16. Start Acting Like You’re Already
Public
Phase 1 Phase 2 Phase 3
1-2 years
prior to IPO
IPO
Process
Newly
Public
 Technical accounting
 Equity
 Financial audits
 Streamline close
 Internal controls
 Systems
 Data warehouse
 Team / roles
 Timeline
 Messaging
 SEC response team
 SEC reporting
 Deadlines
 Earnings release
 EPS, Metrics
 XBRL
 SOX 404

17. Put the Right Team in Place
Phase 1 Phase 2 Phase 3
1-2 years
prior to IPO
IPO
Process
Newly
Public
 Technical accounting
 Equity
 Streamline close
 Financial audits
 Internal controls
 Systems
 Data warehouse
 Team / roles
 Timeline
 Messaging
 SEC response
team
 SEC reporting
 Deadlines
 Earnings release
 EPS, Metrics
 XBRL
 SOX 404

18. Shift Into High Gear
Phase 1 Phase 2 Phase 3
1-2 years
prior to IPO
IPO
Process
Newly
Public
 Technical accounting
 Equity
 Financial audits
 Internal controls
 Streamline close
 Systems
 Data warehouse
 Team / roles
 Timeline
 Messaging
 SEC response team
 SEC reporting
 Deadlines
 Earnings release
 EPS, Metrics
 XBRL
 SOX 404

19. Internal Controls
Phase 1 Phase 2 Phase 3
1-2 years
prior to IPO
IPO
Process
Newly
Public
 Technical accounting
 Equity
 Financial audits
 Internal controls
 Streamline close
 Systems
 Data warehouse
 Team / roles
 Timeline
 Messaging
 SEC response team
 SEC reporting
 Deadlines
 Earnings release
 EPS, Metrics
 XBRL
 SOX 404

20. Management’s Challenge: Confident
Leadership Through Major Change
Susan Berland
Finance & Strategy Consultant

21. Who You Know and What You Say
Matters
Phase 1 Phase 2 Phase 3
1-2 years
prior to IPO
IPO
Process
Newly
Public
 Management/Board
 Have the right
resources
 Prepare for legal &
financial scrutiny
 Build relationships
& public image
 Find & fix your
weaknesses
 Filings, Roadshow,
Pricing, Listing
 Team / roles
 Timeline
 Messaging
 Constant
communication
 Rapid Response
 SEC Reporting
 Investor Relations
 Talking to The Street
 Company Insiders
 Earnings Release
 Compliance

22. Start Early: Skills and Quality
Processes Take Time
Phase 1 Phase 2 Phase 3
1-2 years
prior to IPO
IPO
Process
Newly
Public
 Filings, Roadshow,
Pricing, Listing
 Team / roles
 Timeline
 Messaging
 Constant
communication
 Rapid response
 SEC Reporting
 Investor Relations
 Talking to The Street
 Company Insiders
 Earnings Release
 Compliance
 Management/Board
 Have the right
resources
 Prepare for legal &
financial scrutiny
 Build relationships
& public image
 Find & fix your
weaknesses

23. Getting the Show on the Road
Phase 1 Phase 2 Phase 3
1-2 years
prior to IPO
IPO
Process
Newly
Public
 Management/Board
 Have the right
resources
 Prepare for legal &
financial scrutiny
 Build relationships
& public image
 Find & fix your
weaknesses
 Filings,
Roadshow,
Pricing, Listing
 Team / roles
 Timeline
 Messaging
 Constant
communication
 Rapid Response
 SEC Reporting
 Investor Relations
 Talking to The Street
 Company Insiders
 Earnings Release
 Informed Employees

24. Sustained Success After the IPO
Phase 1 Phase 2 Phase 3
1-2 years
prior to IPO
IPO
Process
Newly
Public
 Filings, Roadshow,
Pricing, Listing
 Team / roles
 Timeline
 Messaging
 Constant
communication
 Rapid response
 SEC Reporting
 Investor Relations
 Talking to The
Street
 Company Insiders
 Earnings Release
 Informed
Employees
 Management/Board
 Have the right
resources
 Prepare for legal &
financial scrutiny
 Build relationships
& public image
 Find & fix your
weaknesses

25. What to Watch Out For

26. What to Watch Out For
 Perspective of the Officer Susan Berland
 Perspective of the Attorney Matt Rossiter
 Perspective of the Accountant Diana Gilbert

27. Final Thoughts

28. Resources – where to get more
 Whitepapers: (from RoseRyan)
• The IPO Journey - 6 potential obstacles to avoid
• Ensuring a smooth ride as a newly public company - explores Day 2 dilemmas
• Ace your IPO filing
• IPO in your future?
• Download at : http://www.roseryan.com/roseryan-intelligence/
 IPO Trends survey 2014 (from Fenwick & West)
• https://www.fenwick.com/publications/pages/technology-and-life-sciences-ipo-
survey-2014-full-year.aspx
 An Overview of IPO Process (from Fenwick & West)
• https://www.fenwick.com/publications/Pages/An-Overview-of-the-IPO-
Registration-Process.aspx

29. Thank You
Contact Us
Susan Berland
susan@sdberland.com
Diana Gilbert
dgilbert@roseryan.com
Matthew Rossiter
mrossiter@fenwick.com