it owns and owes). You can find more information about these financial statements, including the income statement and balance sheet, in Chapter 7.
Management’s discussion and analysis of financial condition
Wow, that’s a mouthful. But that’s the section’s official name. Most investment bankers refer to this important section of the prospectus by its acronym, MD&A. It’s in this section of the prospectus that the company’s management team, with the help of the investment bank, steps through the financial statements, almost line-by-line, with full description. Any numbers that are a little offbeat or unusually large or small should be detailed in this section.
Business
If investors are seriously considering forking over money to buy a piece of a company, they’d better know at least what the company does. The business section of the prospectus is the place where the company explains its reason for being. The company often explains the products it makes or the services it provides and why customers deem them worthy to be bought.
Management
A company is only as good as the people running the place. And that’s not a detail missed by IPO investors. The management team of a young company is critical. Decisions made by the top brass will largely determine if the company is able to head off the inevitable challenges. In the management section of the prospectus, you find a listing of all the top management team members — usually the chief executive officer (CEO), chief operating officer (COO), chief financial officer (CFO), and the members of the board of directors (the group of experts who are supposed to look out for the interests of investors and oversee the management). In the management portion of the prospectus, you also find a short biography on all the top people at the company, including their ages. Want to feel old? Facebook CEO Mark Zuckerberg was just 27 according to the company’s prospectus when the company was going public.
Executive pay
The CEO and other members of the management team aren’t running the company you’re looking to invest in out of the goodness of their hearts. The managers of top companies are paid, usually huge sums of money, for taking on the job. In this section of the prospectus, investors find out exactly how much these people are being paid.
Related-party transactions
Double-dealing may be typical in mystery novels, but that’s exactly the kind of thing you don’t want going on at a company you’re looking to invest in. The trouble with IPOs, though, is that many of these companies trace their roots to being practically family business. Many young companies, even after going public, may have complicated business relationships between founders, their families or friends. All these tangled dealings must be highlighted and explained as related-party transactions.
Principal and selling shareholders
When you buy shares of an IPO, you’re buying those shares from someone. If a company is private, it doesn’t have to tell anyone who its investors are. But when a company seeks to raise money from the public, in an IPO, the rules of disclosure get really strict. As an investor, you have the right to know who is selling. Most of the time, the shares of a company are being issued by the company itself. But in some cases, you’ll see selling by early investors — often venture capitalists — who want to cash out of the investment. If you see lots of insiders selling, that generally isn’t a good sign.
Underwriting
When you’re in school, you want to see your name on the perfect attendance list or maybe the dean’s list. But when you’re an investment banker, the goal is to be part of the underwriting list on as many IPOs as possible. When a company goes public, it must list all the investment banks and advisors that helped bring the shares to market. For big IPOs, the list can be a long one and is often a who’s who of investment banks.
Legal matters
If you want to get sued, one of the best ways to make it happen is to start a business. Companies of all sizes are constant targets of lawsuits, and young companies looking to go public are no exception. Most of these suits are nuisances or minor, but periodically outstanding litigation can be significant, especially if it pertains to the product or service being sold. This section of the prospectus must outline any pending suits against the company. The company itself usually gives a little bit of commentary on how significant it thinks the litigation is.
Supporting the IPO: Making success last
When IPOs fail, it makes investment bankers look bad. If shares of an IPO can’t stay above the offering price (the price at which the shares are sold to initial investors) it reflects poorly on the investment bankers. After all, if the shares were priced too high, that meant that the investors overpaid or the investment banker didn’t understand the business well enough. When a stock starts to trade on an exchange, such as the New York Stock Exchange, following the IPO that’s called aftermarket trading. If the price of the IPO, in aftermarket trading, falls below the offering price, it’s called a broken deal. Not good for investment bankers or investors.
And that’s why keeping a company on the right track, even after its IPO, is viewed as part of the responsibility of the investment banker. To be clear, the investment banker can’t do anything to change the way the company is being run — that’s up to the management team of the company. Still, there are levers that the investment bankers can pull to keep the IPO working for all parties, at least in the very short term.
Holding the insiders hostage with lockups
Just about the last thing IPO investors want to see is all sorts of selling by officers and directors the second after a company goes public. Think of it this way: Stock prices are set by supply and demand. If after a company goes public, employees and officers start dumping their stock, the market will be swamped with a supply of stock and push down the price of the shares. This unleashing of supply could create an avalanche of selling, not to mention spook investors by the strong negative signal it sends.
To prevent this downward spiral, investment bankers help companies create a lockup period (a set period of time during which the officers and directors are prohibited from selling shares). Lockup periods come in all types and can be customized by the company and its investment bankers.
