The Strategic Value Of Institutional Shareholders For Public Companies
With recent trends of retail investor strategies, here are six reasons institutional investors should remain highly sought after in your IR plan.
Preparation is key before entering the capital markets
Taking your company public is one of the most important financial decisions you can make as an executive. However, having access to deep pools of capital and being thrust into the public limelight comes with risks.
I believe the U.S. capital markets are the best and most efficient markets in the world, so I am certainly a fan of companies choosing this route. After more than 20 years of helping my clients evaluate the public markets, I have learned how imperative it is to pause and deeply consider the following points. Here are five things to consider before going public:
I always tell my clients to approach an IPO as a transformational process rather than a financing event. This process should begin with a thorough IPO readiness assessment at least 12 to 24 months before going public. During this time, the following things need to be addressed:
• External Team: Assemble the right team of external advisors, including bankers, lawyers, auditors, investor relations experts and other advisors.
• Executive Management: Build depth in your management team. Ensure there are no vacant positions, especially in areas that investors would scrutinize. (For example, avoid looking for a CFO during this process.)
• Financial Preparation: Establish a robust financial and business infrastructure to comply with all public company reporting requirements. Being ready to comply with Sarbanes-Oxley and having completed a PCAOB audit will save you a tremendous amount of time during this readiness period.
• Corporate Overview: Strengthen your corporate governance. You only get one chance to make a first impression. Gaps in corporate governance can raise red flags during investors’ due diligence process.
• Non-Financial Metrics: Develop a robust set of metrics focused on non-financial performance. While environmental, social and governance (ESG) can be a highly polarized term, investors still care about how your business impacts key stakeholders—employees, business partners, the environment and the community.
Once these are addressed, I advise my clients to operate—for at least a full year before the IPO—like a public company. What does this mean? Conduct mock earnings calls on a quarterly basis and engage with investors and analysts before the post-IPO quiet period begins.
Executives should weigh all financing paths offered by the capital markets and consider alternatives. I recommend taking a multitrack approach, including an IPO, a sale to a strategic buyer or financial sponsor investment. You want to have the optionality to achieve flexibility in timing and pricing because IPO windows can often be narrow.
I have written before about the “game-like” nature of the public markets. It's certainly a skill set that can only be learned by playing the game. Having a management team with previous experience is crucial to being successful throughout the process. It will also be a welcomed asset by investors evaluating whether to purchase shares in the IPO.
If you are serious about taking your company public and have done the exercises laid out above, you have hopefully had the chance to share your equity story with investors while still being a private company. This gives management teams experience in front of an audience they may soon be interacting with often, and the feedback gained from those meetings can be invaluable.
For example, what if you notice a recurring question about how you recognize revenue being asked? Or do you frequently hear investors say that your growth path needs to have a few more quarters in the books? Addressing this feedback will improve the likelihood your deal gets done and increase the odds that it receives a higher valuation.
Investors in your IPO will base much of their investment decision on financial metrics such as revenue and EBITDA multiples, return on equity hurdles and debt-to-equity ratios. Does your company perform favorably against your peer group on these metrics? Hopefully, yes, or you will have to do some explaining. And what’s the old adage? “When you’re explaining, you’re losing.”
If your company isn’t already profitable, hopefully, you have a truly credible path to get there. The current market environment penalizes valuation if that path is murky.
Does your equity story set itself apart from peers with a strong track record of growth? Investors don’t want to see you figuring this out in the public limelight.
A growing percentage of investors base their IPO investment decisions on non-financial factors like corporate strategy, operational efficiency, corporate governance and quality of management. A well-crafted equity story ties all of this together with a strong financial investment case.
The five considerations listed above are things every company should be working through well before going public. Fully understanding whether your company is ready for the challenges an IPO journey brings is key to a successful outcome.
This article originally appeared in Forbes Business Council here.
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