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Ipo Readiness

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Ipo Readiness

  1. 1.  *connectedthinking IPO Readiness Will you be ready?* IPO Readiness Assessment <ul><li>PricewaterhouseCoopers IPO Readiness Assessment </li></ul><ul><li>Given the previous downturns in the capital markets and lower market valuations, many capital transactions were placed on hold or even completely terminated. Recent market conditions have refueled access to the capital markets and valuations are on the rise. Will you be ready?? </li></ul><ul><li>A public company must have robust processes to support external requirements. These processes may vary significantly from what was effective for a private company. </li></ul><ul><li>Many companies start their IPO planning phase with no view of overall organizational readiness or no understanding of impacted areas. Completing a Readiness Assessment early, allows management to understand requirements, timelines and resource needs prior to entering the planning phase, thus allowing a strategic allocation of resources over the full IPO timeline. </li></ul><ul><li>The preparation for &quot;being public&quot; can be just as important as the process for &quot;going public&quot;. </li></ul><ul><ul><li>Your company will need to meet numerous additional requirements as a public entity that may require a long lead time, new skill sets and additional resources. </li></ul></ul><ul><ul><li>Thinking through the requirements and developing an appropriate plan will reduce unexpected pre-listing work and post listing issues. </li></ul></ul><ul><ul><li>PricewaterhouseCoopers (PwC) helps you understand the processes required to meet these new demands on your organization and in certain instances help you structure the underlying infrastructure to operate effectively in the new environment. </li></ul></ul><ul><li>Understanding the areas where current processes are not yet ready or able to support the requirements of a public company will allow management to understand the scope of change required. Management will then be able to make informed decisions on actions, resources, and time lines and integrate required change activities into their IPO plans. </li></ul><ul><li>An early understanding of IPO readiness brings forth the knowledge and focus necessary to maximize the value of the offering. Specifically, management will understand: </li></ul><ul><ul><li>The scope of requirements for operating as a public company </li></ul></ul><ul><ul><li>The strengths and weaknesses of the current plan in relation to the requirements </li></ul></ul><ul><ul><li>Gaps in the current plan against the requirements </li></ul></ul><ul><ul><li>The timeframes for implementation and recommendations for efficiently planning the work to leverage limited resources </li></ul></ul><ul><ul><li>Opportunities to enhance internal controls </li></ul></ul><ul><ul><li>Opportunities to enhance processes </li></ul></ul><ul><ul><li>Opportunities to strategically prioritize tasks over the filing time frames </li></ul></ul><ul><ul><li>The types of resources and skills needed to meet the requirements of operating as a public company </li></ul></ul>How PwC can help At the start By undertaking a structured exercise to analyze a company’s state of preparedness for the listing requirements of the chosen market, PwC can provide management with a full understanding of the key IPO issues as they apply to the company. From the output of this assessment, a project plan can be developed to address these issues and identify resource to perform the necessary remediation work. A typical IPO readiness assessment would cover the following areas: <ul><ul><li>The historical track record and equity story </li></ul></ul><ul><ul><ul><li>What additional information is needed for the prospectus? </li></ul></ul></ul><ul><ul><ul><li>Are the accounting policies suitable for a listed company? </li></ul></ul></ul><ul><ul><ul><li>How do they compare to the peer group? </li></ul></ul></ul><ul><ul><ul><li>Are there any transitional issues? </li></ul></ul></ul><ul><ul><ul><li>What additional disclosures will be required as a listed entity? </li></ul></ul></ul><ul><ul><li>Deal structuring (e.g. tax planning, distributable reserves) </li></ul></ul><ul><ul><li>Assessing corporate structure </li></ul></ul><ul><ul><li>Board structure and board subcommittees </li></ul></ul><ul><ul><li>Board and senior management capabilities </li></ul></ul><ul><ul><li>Assessment of existing systems, financial reporting procedures and management information to identify potential weaknesses or opportunities for enhancement </li></ul></ul><ul><ul><li>Assessment of corporate governance arrangements </li></ul></ul><ul><ul><li>Help in selection of the right market and advisory team </li></ul></ul><ul><ul><li>Considering listing eligibility issues </li></ul></ul><ul><ul><li>General planning and preparation. </li></ul></ul>Throughout the assessment process issues can be identified and dealt with at an early stage saving time and money. Early planning allows you to react quickly, minimize potentially unpleasant surprises and be ready to take advantage of any positive market movements. In our experience businesses that have undertaken a full pre-flotation preparation exercise to identify the key issues are those that gain the most from a flotation project
  2. 2. How PwC can help Questions? © 2009 PricewaterhouseCoopers LLP. All rights reserved. “PricewaterhouseCoopers” refers to PricewaterhouseCoopers LLP, a Delaware limited liability partnership, or, as the context requires, the PricewaterhouseCoopers global network or other member firms of the network, each of which is a separate and independent legal entity. *connectedthinking is trademark of PricewaterhouseCoopers LLP (US). <ul><li>Transaction and Assurance Services </li></ul><ul><li>PwC’s trusted professionals have deep industry experience and insight with backgrounds in regulatory, financial and accounting as well as knowledge of business processes. </li></ul><ul><li>As businesses grow and become more complex, they navigate complicated transactions and events in a multifaceted business environment. PwC’s Transaction Services practice provides a broad spectrum of integrated services for complex businesses throughout their development. </li></ul><ul><li>We have over 6,900 dedicated M&A professionals worldwide in over 40 countries and 16 US cities, including the Washington, DC metro area. Our practice offers a tailored approach that begins by listening and understanding your transaction needs, and provides you with the right balance of functional, regional and industry expertise on each of your deals. Our engagement approach provides consistent quality and scope of deliverables and, with our consent and an appropriate release, allows you to share our reports with third parties. </li></ul><ul><li>Our dedicated, experienced team brings industry focus to your deals to uncover industry issues, risks, and opportunities. We offer an integrated approach and practical customized solutions to complex financial reporting, accounting and valuation issues faced by companies undertaking an initial public offering. We advise clients on IPOs, private placements, carve-out transactions, mergers & acquisitions (M&A), ongoing filings, and fair value assessments. </li></ul><ul><li>Our transaction services team brings unparalleled strength in people, knowledge, and services to ensure deal decisions are informed and investments successful. </li></ul>IPO Readiness Will you be ready?* IPO Readiness Assessment During the IPO process <ul><li>There are many ways in which PwC can assist during the IPO process itself: </li></ul><ul><ul><li>As reporting accountants providing assurance on the historic financial information and, depending on the chosen market, providing due diligence for sponsoring banks along with comfort on working capital and financial reporting procedures. </li></ul></ul><ul><ul><li>As advisers helping prepare the working capital model where required and assisting in identifying key sensitivities. </li></ul></ul><ul><ul><li>Providing advice on the company’s financial reporting procedures including assisting in drafting any required financial reporting procedures board memorandum. </li></ul></ul><ul><ul><li>Helping design and implement organizational structure or corporate governance changes. </li></ul></ul><ul><ul><li>Advising on existing employee incentive compensation plans as well as the structure of new ones appropriate for listed entities. </li></ul></ul><ul><ul><li>Advising on structuring and tax planning in order to get the most appropriate legal and capital structure for the IPO in place. </li></ul></ul>After the IPO <ul><li>The IPO is not the end of the story – it is only the beginning. Once listed, a company will be under far greater public scrutiny and will have a range of continuing obligations to comply with. Any weakness in systems or failure to comply could cause management public embarrassment, reputational damage as well as the potential for company and personal fines. It is the first 12 months post IPO where the benefits of careful preparation and planning are realized. </li></ul><ul><li>We have extensive experience of working with companies in this critical post IPO period and projects include: </li></ul><ul><ul><li>Systems and process reviews to improve the speed of management and regulatory reporting </li></ul></ul><ul><ul><li>Embedding IFRS into business reporting systems </li></ul></ul><ul><ul><li>Post IPO integration </li></ul></ul><ul><ul><li>Management training and development (e.g. IFRS awareness, non-executive briefings). </li></ul></ul>If you are planning on listing, there will be many questions you will want to ask. These are just some of the questions we will be able to help you find answers to <ul><ul><li>What does being a public company really mean? </li></ul></ul><ul><ul><li>How long will it take to complete the transaction? </li></ul></ul><ul><ul><li>Do we have the right resources? </li></ul></ul><ul><ul><li>Do we have an attractive story for potential investors? </li></ul></ul><ul><ul><li>What is the best way to articulate our strategy? </li></ul></ul><ul><ul><li>What are the corporate governance issues we need to address? </li></ul></ul><ul><ul><li>What corporate governance provisions do we need to comply with? </li></ul></ul><ul><ul><li>How many non-executive directors should we have on the board? </li></ul></ul><ul><ul><li>What are the implications of offering shares to overseas investors? </li></ul></ul><ul><ul><li>How do our accounting polices compare with other companies in the sector? </li></ul></ul><ul><ul><li>What additional disclosures will we need to give as a listed company? </li></ul></ul><ul><ul><li>Will it be a problem if one of our subsidiaries has a modified audit opinion? </li></ul></ul><ul><ul><li>Do we need to restate our track record for recent acquisitions and disposals? </li></ul></ul><ul><ul><li>What do we need to do to support a working capital statement? </li></ul></ul><ul><ul><li>What are the tax advantages and disadvantages to relocating offshore? </li></ul></ul><ul><ul><li>What is the best way to incentivize our people? </li></ul></ul><ul><ul><li>How will an IPO affect our existing incentive arrangements? </li></ul></ul><ul><ul><li>When is a sponsor required? </li></ul></ul><ul><ul><li>Can we still have a controlling shareholder? </li></ul></ul>