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During this time, bankers keep getting more and more feedback from investors and may further revise the price range thats why facebook changed its own range from 28 34 to. Its a tricky balancing act because no one wants to leave money on the table bankers want a higher share price so they can earn higher fees, shareholders who are selling obviously want a higher price, and the company wants as high a price. But if the price range is set too high, bankers may have to revise it downward, which sends a negative signal to the market. During this time, the company might also increase or decrease the number of shares its offering but if it does that too much (in either direction) it may be taken as a negative sign because investors might think the company doesnt know what its doing. Theres been a lot of debate over both the size of Facebooks offering (as a percentage of the company, small, but very high in absolute dollar terms) and the price. Relatively few companies worldwide are actually worth more than 100 billion usd, sand many observers think that Facebook may be overvalued at its current price range and that growth could be flattening out.

Interest and Track record If the firm never does tech investments, for example, the bank may just skip showing them tech ipos. Potential Brokerage fees If a bank wants to folio win more business from institutions in the future it might show them a hot ipo as a favor. The equity syndicate, sales, and road show management teams handle this process. Amending the s-1 Filing After all this pre-marketing work is william done, banks amend the s-1 filing with a revised price range based on feedback from investors. Sometimes there are dramatic shifts in the price range, but its more common to see small moves in one direction or the other. Once again, since facebook stock had already been actively traded long before the offering, this part of the process likely wasnt as interesting for them. Part 5 The roadshow And now for the fun, exhausting part of the process: management gets to travel all over to meet with investors and market the company for 1-2 weeks. Sometimes management teams make themselves very open and accessible and go out of their way to win over investors and answer questions. Mark zuckerberg took the exact opposite approach, mostly because he could afford to he could show up to 0 meetings and investors would still be falling all over themselves to get shares. For normal companies, though, this process is extremely important because orders are also taken at this time investors can state how many shares they want and what price theyre willing to pay. Management gets daily updates on what the orders are looking like, and the banks involved in the process all try to one-up each other by claiming that they won the biggest orders from investors.

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It can also start speaking to investors and issue a red herring (preliminary prospectus which bankers draft (similar to the s-1, but shorter and more focused on sales). Companies are encouraged to wait until the sec responds to the s-1 with comments before printing the red herring. This document may omit the offering price, underwriting discounts / commissions, discounts / commissions to dealers, the amount of the proceeds, and so on its just about selling the companys dubai story to investors. Once this document is in place, pre-marketing starts and usually lasts around 2 weeks. Research analysts meet with institutional investors 1 on 1 and tell them about the company, and sales teams at banks maintain close contact with investors and figure out what they think do they like the sector? What price will they pay? Based on feedback from these meetings and their own internal valuations, banks set a price range for the offering. With some companies this can be enlightening; with Facebook it was quite boring because the company had already been actively traded on secondary exchanges long before the ipo, so everyone knew what the rough price range would. Picking Investors to market to a bank doesnt just pick the investors randomly they select firms based on criteria like: Brokerage commissions If youre making tons of money from certain institutional investors, theyll be high on the priority list.

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Whats your relationship with the company been like so far? What do you see as key make risks going forward? What other social networks do you advertise on, and what do you think of them? Part 3 The s-1 Filing The end result of this entire process, which might take months, is the s-1 Registration Statement (names vary in other countries). This is where all the juicy information comes out historical financial statements, key data, whos selling shares and how many theyre selling, the company overview, risk factors, and more. When Facebook filed its own S-1, there were so many visitors that the governments site actually crashed. The company waits 30 calendar days for comments from the sec (or equivalent organization in other countries and the legal team responds to everything once they hear back. Note that the company never lists projected financial statements in its S-1 they might have projections internally, of course, but theyre not part of the registration statement. Part 4 Pre-selling the Offering Once the s-1 is filed and the team is working through revisions, the company can hold a pre-ipo analyst meeting where they educate bankers and analysts on the company and teach them how to sell it to investors.

Common tasks here include: Customer Calls This is probably the most interesting task, because sometimes you hear crazy / interesting things from customers that youd never learn about otherwise. Industry / Market due diligence youll have to research the market, speak with experts, and figure out where it might be headed in the future. Legal and ip due diligence lawyers handle most of this it consists of reviewing contracts, registrations, and other documents. Arent you glad you dont want to be a lawyer? Financial and Tax due diligence accountants do most of this and comb through historical financial statements, tax returns, and so on, and look for irregularities. Facebook is an interesting example because customer calls apply in a different way from what you might expect their customers are not individual users so much as the companies that advertise on the site. So bankers here likely called the larger advertisers and also spent time talking to key partners such as Zynga. They might ask questions like: Are you planning to increase / decrease advertising spending?

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If not, the company itself will reach out to bankers and invite them in to pitch for the business. This is when you, the banking analyst or associate, get to stay up all night crafting 100-page pitch books and hoping youve remembered to dot all your is and cross all your. Afterwards, the company selects banks for book runner roles and picks other banks to be co-managers, based on its relationships with them, their pitches, and what the banks have done for them in the past. Other factors might include banks ipo track records and their reputation and relationships with institutional investors. In the case of Facebook, at first people thought that Goldman Sachs would land the lead role because it helped arrange.5 billion of financing in 2011 But then gs botched the deal by getting on the secs bad side when it included its.

Most ipos have at least 1-2 banks as book runners and then a few more as co-managers ; Facebook is unusual because it has 12 banks due to the size and prestige of the offering. Part 2 The kick-Off meeting everyone involved in the ipo company management, auditors, accountants, the underwriting banks, and lawyers from all sides attends this meeting. You spend the day discussing the offering, the required registration forms, figure out whos doing what, and determining the timing for the filing. And then you have similar all-hands meetings like this throughout the rest of the process. Its actually quite boring for you as a junior banker attending these because you dont participate too much youre mostly just there to take notes. Ongoing due diligence After that initial kick-off meeting, all the bankers, accountants, and lawyers involved need to do a lot of due diligence on the company to make sure that their registration statements are accurate.

Theyre already highly profitable and have no need for cash. Compliance costs are much higher as a public company due to legislation like sarbanes-Oxley. Theyre too small its tough to go public if you have under 50 million in revenue. But Facebook changed the rules here because: 1) Mark zuckerberg maintained far more control than typical founders by splitting the stock into voting and non-voting shares, by controlling the board, and by selling almost nothing along the way; and 2) It raised 200 million from. The rise of secondary exchanges like second Market, where investors can buy and sell private company shares, has made it much easier for early employees to cash out long before the company ever goes public. ( Private company valuation is tricky, but is getting easier over time as the lines between public and private companies blur.) Who decides if the company Should go public?


In most cases, its up to the board and major shareholders. So if a private equity firm owns a company and they need to achieve an exit in year 4 or 5 to get acceptable returns, they might push for the company to go public (or get acquired) around then. And it has traditionally worked the same way with venture capital firms that often end up controlling tech start-ups. But since facebooks ceo owns 28 of its stock and 56 of its voting rights, he has significantly more leeway than the usual founder/ceo and can make decisions on billion-dollar acquisitions in a weekend without even notifying the board. Even with that much control, though, he would not be able to initiate something like an ipo without pulling in everyone else theres far too much work to do and too many decisions to be made in the process. The ipo process, part 1 The pitch In most cases, bankers from many firms have been speaking with the company in question and developing relationships for years so theyre likely to know the companys intentions well in advance.

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A number of theories have been put forth for why its really going public: Some people still think the best 500-shareholder rule forced their hand even though its being raised to 2,000 shareholders soon. Many believe that long-term capital gains make tax rates will increase in the near future if they go public and employees sell stock now, theyll pay 15 rather than a potentially much higher rate. You can ask Eduardo saverin about that one Others have theorized that theyre using the money for mysterious new monetization methods that will expand their revenue base beyond advertising. Personally, i dont buy into any of those as individual reasons it was likely a combination of some of the points above, plus the fact that late-stage investors still need someone to sell their shares. The downsides of going Public and Why facebook made ipos Irrelevant? Some companies dont want to go public (or cant go public) because: They have to give up control and answer to shareholders with quarterly earnings reports. They arent vc or pe-backed and therefore dont need an exit.

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So they might as well just go public and get the other benefits this was one of the key reasons why google decided to go public in 2004. Why is Facebook going public? None of the above! Its cash-rich and massively profitable, so it has no need for capital. Many of its investors and early employees have already exited by selling to others via secondary exchanges or in late-stage growth equity financings options that didnt exist in the past. It has always had a great acquisition currency because its private stock was worth a lot and was actively traded epidemiology on these secondary exchanges. Come on, does it really need more marketing and hype? And oh yeah, the 500-shareholder rule is in the midst of a revamp and Facebook got around it anyway by issuing Restricted Stock Units (RSUs) rather than actual shares or options to employees as the company grew.

get far less attention than hot tech start-ups ( see renaissance capital for updated lists ). Most companies go public to: raise capital for expansion efforts or to pay back debt. Provide an exit for existing investors whether the company is pe-owned, vc-backed, or owned by a small group of individuals or a single person. Get an acquisition currency most private companies stock is not highly valued, so it is much easier to acquire other companies using stock once theyre public. And raising debt to do deals can be easier once youre public as well. Reward employees, making employees work crazy hours for 5-10 years is tough to pull off, but the lure of an ipo that will make them all wealthy is a great incentive for them to stick around. Market themselves, especially for lesser-known companies in boring industries, an ipo is a great way to increase prestige and attract new investors, partners, and customers. And sometimes there are technical reasons as well: in the us, for example, the 500 shareholder rule used to require any private companies with more than 500 shareholders to publicly disclose their financial statements.

A long time ago, initial public offerings were the end game for many technology start-ups: you could go public, get acquired, or die a spectacular death. Or just muddle along and die a slower, more painful death. And then one company came along and changed all that. While everyone has been obsessing over Facebooks ipo today, the great irony is that Facebook itself has made ipos less relevant than ever before. Heres how the ipo process normally works when youre at a bank, and what Facebook did to upend most of that and make thousands of people very wealthy in the process: What is an Initial Public Offering (IPO)? Its the first time that a previously private company can sell its shares to the general public (mostly institutional investors at first). Usually the company issues around 20-30 of its shares (free float though this varies by industry, needed company stage, and. Most investors consider it riskier if the company only makes available a low number of shares but if the company is hot enough (see: Facebook, with its 11 offering) theyll overlook this and dive in head-over-heels anyway.

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Above are the results for senior financial accounting Jobs. In the left column you can filter these jobs by various filters. You can also order the job results by relevance or by date. If you cannot find a match with these job results then please save this search as an email alert in the box above and we will send you an email with any new matching jobs when we receive them. Underwriter, our underwriting teams are specialists in the analysis and evaluation of risk: matching our coverage to the needs of our clients, reviewing risk exposures and setting the premium that is charged to insure each risk. Chubb is the worlds largest publicly traded p c insurance company and the largest commercial insurer in the. With operations in 54 countries and territories, Chubb provides commercial and personal property and casualty insurance, personal accident and supplemental health insurance, reinsurance and life insurance to a diverse group of clients.

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