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NYSE IPO Guide Third Edition NYSE IPO Guide NYSE IPO Guide Third Edition www.nyse.com/ipo Publisher Timothy Dempsey Project Manager Chloe Tuck NYSE Editorial William Kantrowitz and Zachary Harvey Printing and Binding AGS NYSE IPO Guide, Third Edition, is published by Caxton Business & Legal, Inc. 27 North Wacker Drive, Suite 601 Chicago, IL 60606 Phone: +1 312 361 0821 Email: [email protected] Web: www.caxtoninc.com ISBN: 978-0-9964982-5-8 Copyright in individual sections rests with the co- publishers. No photocopying: copyright licenses do not apply. DISCLAIMER The NYSE IPO Guide, Third Edition (the “Guide”), contains summary information about legal and regulatory aspects of the IPO process and is current as of the date of its initial publication (April 2021). The Guide should not be relied upon as a substitute for specific legal or financial advice from a professional. Although efforts have been made to ensure that the information herein is correct, the Guide may contain errors or omissions, and the NYSE, the publishers, and the contributing authors disclaim any responsibility for, or duty to update or correct, any such errors or omissions. The views expressed in the Guide are those of the authors alone. Published by NYSE IPO Guide Third Edition www.nyse.com/ipo Preface 5 2.8 Anti-takeover protections 18 6.6 Market perception feedback 62 Simpson Thacher & Bartlett IHS Markit Stacey Cunningham President, NYSE Group 2.9 Incentive compensation 6.7 Investment community arrangements 19 database and CRM 62 Simpson Thacher & Bartlett IHS Markit Introduction: Advantages of listing on the NYSE 7 2.10 ​Managing third-party risk 22 6.8 ESG and the newly public IHS Markit company 64 IHS Markit NYSE 3. Preparing to go public 25 1. Why go public? 9 3.1 Choosing advisors 26 7. Obligations of a public J.P. Morgan (Investment company 67 1.1 Advantages of conducting Banking) an IPO 10 7.1 Ongoing reporting 68 J.P. Morgan (Investment Simpson Thacher & Bartlett 3.2 Financial information 27 Banking) KPMG LLP 7.2 Listing standards 71 NYSE 1.2 Potential issues 10 J.P. Morgan (Investment 4. The IPO process 39 Banking) 4.1 Process timeline 40 8. A public company and its 1.3 Going public without J.P. Morgan (Investment shareholders 73 an offering 11 Banking) J.P. Morgan (Investment 8.1 Proxy statement and Banking) 4.2 SEC registration and annual meeting 74 prospectus 41 AST Simpson Thacher & Bartlett 8.2 Providing shareholders 2. Planning ahead 13 4.3 Underwriting, marketing, with proxy material 75 and sale 43 AST 2.1 Look at your company the J.P. Morgan (Investment way investors will 14 Simpson Thacher Banking) 8.3 Ownership reporting by shareholders 77 & Bartlett Simpson Thacher & Bartlett 5. Direct listings 47 2.2 Prepare to be a public Latham & Watkins company 14 8.4 Share ownership mechanics 78 Simpson Thacher AST & Bartlett 6. IR and communications 53 2.3 Revisit risk with a public 9. Managing risk 81 company mindset 15 6.1 Preparing an IPO Simpson Thacher & Bartlett communications strategy 54 9.1 Liability under the federal FTI Consulting securities laws 82 2.4 Consider how you will get Simpson Thacher & Bartlett 6.2 ​Communicating with the to the desired tax and market post-IPO 56 organizational structure 15 FTI Consulting 9.2 Class action and derivative Simpson Thacher & Bartlett lawsuits 83 Marsh 6.3 Legal framework for 2.5 Consider the composition communications 58 of your board of directors 15 Simpson Thacher & 9.3 Indemnification 84 Simpson Thacher & Bartlett Bartlett Marsh/Simpson Thacher & Bartlett 2.6 Review related party 6.4 Market intelligence and transactions 17 surveillance 59 9.4 D&O liability insurance 87 Simpson Thacher & Bartlett IHS Markit Marsh 2.7 Shareholder arrangements 17 6.5 Investor targeting and outreach 61 9.5 Personal risk management 91 Simpson Thacher & Bartlett IHS Markit Marsh NYSE IPO Guide 3 Contents Appendix V: NYSE American 10. Foreign private issuers 93 Appendices 103 continued listing standards 110 10.1 American depositary Appendix I: NYSE domestic Appendix VI: Summary of receipts 94 original listing standards, filing and other requirements J.P. Morgan (Depositary domestic operating companies, Receipts Group) based on issuer category 111 REITs, and funds 104 KPMG LLP 10.2 The IPO process for Appendix lI: NYSE original foreign private issuers 98 listing standards, FPIs 106 Simpson Thacher & Bartlett Contributor profiles 113 Appendix III: NYSE American 10.3 Financial information 99 original listing standards 108 KPMG LLP Appendix IV: NYSE financial 10.4 IR and communications 100 continued listing standards, FTI Consulting US companies 109 4 NYSE IPO Guide Preface www.nyse.com/ipo Preface Letter from the president a market model powered by the most of all types, including individuals, are NYSE Group sophisticated trading technology in the able to participate in the future of these world and enhanced by human judgment companies at an early stage in their life Congratulations on making it to this and accountability, resulting in access to the cycles. The journey you are about to begin important milestone in your company’s deepest pools of liquidity. can create value for your organization, your history. The success that has gotten you Listing on the NYSE or NYSE American stakeholders and many others you may to this point comes with rewards, but this carries a range of advantages, including never actually meet. next step also comes with responsibilities— access to capital, improved branding and We thank you for playing this important and we are here to help you navigate it increased liquidity. Importantly, it comes role in America’s economic prosperity. all. As you embark on your initial public with all the benefits of being a member of We look forward to helping you navigate offering (IPO) journey, we hope you will find the NYSE community. Investors recognize your IPO journey and reach this significant a valuable resource in this edition of the that if a company is NYSE listed, the milestone. NYSE IPO Guide. We are grateful to all the company has met rigorous listing standards. contributors who collaborated with us. Our In addition, our listed companies have collective goal is to help guide you through access to market intelligence, investor the process and contribute to a positive and outreach, education and advocacy. From successful IPO experience. listing day and beyond, our people will As the world’s leading exchange, the help you connect with peers and other NYSE is the proud home to thousands business leaders to gain new insights and Stacey Cunningham of successful companies of all sizes, perspectives and to help your company President, NYSE Group industries and geographies. Our mission shine. is to help companies raise money so they When companies go public—whether can change the world. Along the way, they through an IPO, a direct listing, a special create jobs and provide opportunities for purpose acquisition company (SPAC) or others to invest alongside them and share other means—the benefits extend to a broad in their success. For more than 225 years, universe of recipients. The companies our markets, people and technology have themselves get access to new capital, while helped companies unlock their potential by the economy benefits from those funds maintaining a commitment to transparent, being deployed in the form of investments orderly financial markets. The NYSE offers in people, products and services. Investors 6 NYSE IPO Guide Introduction: Advantages of listing on the NYSE www.nyse.com/ipo Introduction: Advantages of listing on the NYSE Introduction Better trading: The NYSE’s unique conversations and create a dynamic and NYSE Group market model engaged community. We seek to create Stocks trade better when you combine specific, meaningful ways for NYSE-listed One of the most important decisions an accountability and human oversight with companies to meet, share and benefit from a issuer will make during the IPO process world-class technology. At the center of range of expertise and varying perspectives. is selecting the right exchange on which this sits the DMM. DMMs are among the That begins with advocacy and leadership to list the company’s securities. You are most sophisticated trading firms. Every councils, extends to our thought leadership charting your course for the future. At the NYSE-listed company has their own DMM and content franchise designed for your NYSE, we realize how much work has gone that they select at the time of listing. While benefit, and continues with programming into building your company up to this point these market makers also trade on other and networking opportunities that allow you and that this is the beginning of your life exchanges, their behavior is different on the to make important connections. Our aim is as a publicly traded company. Companies NYSE because our unique rule set includes to create and foster opportunities for you to choose to go public for a myriad of greater obligations for DMMs. They are grow your business and create value for your reasons, but most notably to pursue responsible for maintaining a fair and orderly shareholders. opportunity. market designed to enhance investor While the NYSE community starts with These opportunities vary from issuer protections and support issuers, especially the more than 2,000 companies listed to issuer, but the one constant is that you during critical times in the market—they are on the NYSE, it does not end there. Our want an exchange that is prepared to be accountable. influence extends to our more than 3 million by your side. The NYSE’s key differentiator In addition to the DMM, the NYSE followers on social media, allowing you to from other exchanges is our market model.
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