Take Your Company Public: Anatomy of an S-1
Your company is growing. Now you are ready to start raising serious capital and you here the public fund raising markets. Here are the basics of your S-1 filing. Know the lingo before you hire a consultant. Because companies must adhere strictly to SEC regulations, initial prospectuses are similar in their organization. Each S-1 generally consists of the following sections:
Front Section -- An S-1 contains a small amount of information not available in a prospectus. In this first section, you can quickly find the issuing company's phone number and get a vague sense of the future offering price.
Cover/Inside Cover -- The prospectus cover outlines the general terms of the offering, including names of the underwriters, number of shares offered, and pricing information. The actual share price is absent from a prospectus until the day of the offering.
Prospectus Summary -- Here you will find a brief synopsis of the company's business and history, a modest discussion of the change in capitalization to occur as a result of the offering, and a useful summary of financial information covering the last five years, if available. If you are screening prospectuses for investment ideas, start here.
Risk Factors -- After you have read a few prospectuses, you will become familiar with the "usual suspects" in this section, including "Possible Volatility of Stock," "Limited History of operations," "Dilution," and "Dependence on Key Personnel." Nevertheless, this section is a worthwhile read to be sure that you understand the challenges facing the company's management. The discussion of competition can be sobering, but it can also provide a means to compare the value of the issuer against the financial performance and market valuation of its competitors.
Taking your company public should be an exciting and revitalizing time. Don't take unnecessary risks, hire a consulting firm who can streamline this process and deliver the results you'll need for success!
Front Section -- An S-1 contains a small amount of information not available in a prospectus. In this first section, you can quickly find the issuing company's phone number and get a vague sense of the future offering price.
Cover/Inside Cover -- The prospectus cover outlines the general terms of the offering, including names of the underwriters, number of shares offered, and pricing information. The actual share price is absent from a prospectus until the day of the offering.
Prospectus Summary -- Here you will find a brief synopsis of the company's business and history, a modest discussion of the change in capitalization to occur as a result of the offering, and a useful summary of financial information covering the last five years, if available. If you are screening prospectuses for investment ideas, start here.
Risk Factors -- After you have read a few prospectuses, you will become familiar with the "usual suspects" in this section, including "Possible Volatility of Stock," "Limited History of operations," "Dilution," and "Dependence on Key Personnel." Nevertheless, this section is a worthwhile read to be sure that you understand the challenges facing the company's management. The discussion of competition can be sobering, but it can also provide a means to compare the value of the issuer against the financial performance and market valuation of its competitors.
Taking your company public should be an exciting and revitalizing time. Don't take unnecessary risks, hire a consulting firm who can streamline this process and deliver the results you'll need for success!
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