2 Part Course  | 
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IPO Training

2 Part Course  |  Learn the practical aspects of preparation needed for a successful IPO

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A one-day IPO course presented over two-half days in a virtual class from 9:30am to 1:00pm UK time

IPI Course Content - Part One

Introduction to IPOs

  • IPO and the corporate life cycle. When the time comes.
  • Rationale for the transaction. Capital requirements, leverage and profitability. Reasons in favour, reasons against. Who should pull the trigger and when?
  • Alternatives to going public. Secondary sales, M&A, Special Purpose Acquisition Vehicles, Direct Listings.
  • Listing in the UK. Markets. Standard and Premium listing. AIM. International markets: NYSE, NASDAQ, Euronext. Pros and cons for each option. Suitability and market reach.

Case studies: Recent examples of IPOs and their listing choices

IPO Process (I). Awareness and Deal Dynamics

  • This IPO training course looks at Regulatory Framework 101: The FCA and the LSE. Listing rules, MAR, DTR and governance. Corporate preparedness for regulatory scrutiny. The listing principles, continuing obligations. Considerations on the corporate price to pay for public capital.
  • The preliminary work required to engage with an IPO process. Teams, policies and procedures, governance. Workload awareness and coming to terms with the step-change.
  • Overview of the end-to-end process: The 14 steps.

IPO Process (II). Deciding and Engaging The Syndicate

  • The decision to list. Capital requirement.
  • The right fundamentals. Developing an attractive equity story. The shareholder mindset. Corporate governance and oversight requirements.
  • The beauty contest. Who to invite? When to invite. Syndicate modus operandi. Conflicts of interest. The RFP: Contents and challenge. The commitment letters and their best-kept Underwriters. How investment banks decide their support of transactions.
  • Selecting legal counsel. What to consider. How the lawyer will work for us. Speaking legal IPO language.
  • Forming the syndicate. Dynamics and league tables. When to call the global coordinator. When to complete the syndicate. Retaining control of the IPO process. Impact of the company’s syndicate choice on the transaction dynamics and beyond. The different syndicate roles and who will accept what. Syndicate fees. How they are determined. Fixed and variable. The praecipium: what it is, how it works and consequences for the deal dynamics. The syndicate expectations regarding fee payment.

IPO process (III). Engaging Legal and Kick-Starting the Process

  • Company fundamentals. Detecting management styles based on the company’s reporting. Adopting a market-friendly reporting style as we prepare to IPO. Market valuation: Drivers. Intrinsic vs Extrinsic models. Multiples based on industry. Buy-side/sell-side stakeholders’ modelling approach to complexity. Valuation dynamics between the company and investment banks. Negotiating middle ground: BATNA, ZOPA and the very necessary reservation point.
  • Structure and content. Why they are important. What cannot be missed? Conflicts of interest, proprietary information, transaction leaks, the syndicate pulling out, and retaining model ownership. Avoiding typical NDA mistakes. When legal cover is not enough [commercial approach to NDAs].
  • The kick-off meeting. Who is who? Taking ownership of the transaction. Setting the record straight from day one. Negotiating the calendar. Syndicate approach vs corporate approach. Being realistic. Comparing the investment bank teams vs the corporate teams (both in size and pay). The different workflows: Business, documentation, marketing and offering/pricing.

Team exercise: Identify IPO-friendly company reporting styles through analysis of fundamentals (basic approach)

IPO Course Content - Part Two

IPO Process (IV). Due Diligence and Document Drafting

  • The syndicate due diligence process: what to expect and how to handle it. Syndicate DD vs private equity DD. What is the real purpose? Effective legal coverage. The importance of having documented policies and procedures when the DD time comes. VDRs.
  • The document drafting process: The Underwriting Agreement (UA). Who should hold the pen and why? Caveats and pitfalls. When management realises the syndicate is not your friend.
  • The prospectus: Content and drafting sequence. What investors really read. Approach to risk factors. When management realises legal counsel is your friend. The red herring.
  • The company presentation: contents, length and style. How investors will look at the deal vs how management looks at the deal.
  • The legal opinion. Main considerations. The comfort letter. Main considerations to consider from day one. The power of the auditor to make or break the deal (and they won’t care). Avoiding auditor issues.

Team exercise: DD answering role play using an actual bulge-bracket (BB) investment bank due diligence questionnaire.

Case study: Analysis of a real BB investment bank underwriting agreement.

IPO Process (V). Marketing The Transaction

  • The roadshow. Who organises it? Syndicate vs independents. Who pays for it? Who should go, who must go? When investors want to shake hands. Where to go and why. Being realistic about market interest. Targeting sell side accounts. AAA reach. How many investors are enough investors? EMEA, US, Latam and APAC targeting. How to split the teams.
  • The teach-in. What it is, when to do it. ‘The importance of being earnest’. How teach-ins fit in the sell-side morning call. Speaking the trading floor website: a necessary skill to teach management.
  • Meeting with investors. Document handling. The chaperone role. Effective enforcement.

Case study: IPO roadshow presentation analysis and discussion.

IPO Process (VI) Pricing and Allocation

  • IPO training explores the five ingredients to successful IPO pricing. Avoiding money left on the table: yet another conflict of interest for the syndicate. Fixed price vs tender price.
  • What it is and how it is done. Actual syndicate mechanics. The self-fulfilling prophecy. Announcing shareholder commitments. Splitting the investor lists. Understanding and controlling the syndicate process (despite the syndicate’s momentum). How many investors should be contacted?
  • Investor allocation. When and how it happens. Management savviness versus proxy advisors help. Understanding the role of each investor in the transaction. Different investor profiles. Handling the syndicate’s biggest conflict of interest (and legal right to do it). Why the company must ‘run’ the show.
  • The green shoe. Definition, origin and its use. Legally bound by the UWA.
  • Final steps: The go/no-go call. Significance and relevance. Who should and should not be on the call? Validating market conditions. Last-minute legal challenges. Syndicate’s safety net.
  • Shares go live. Understanding the initial share performance.

The final team exercise in this IPO training course: Allocating shares in a simulated IPO based on different investor types and corporate interest.

Our IPO course trainer is an independent financial consultant providing advisory services to small and medium companies, covering a broad range of companies from pension fiduciary managers to US private equities and holding companies. His experience as a Financial Services executive spans more than 25 years in investment banking, wholesale and retail banking.

As Deputy Chief Financial Officer of a US$>200bn bank, he has been responsible for strategic and financial planning, M&A design and execution, capital raising and debt issuance, private equity and institutional investor end-to-end liaison, completing numerous transactions including takeovers, carve-outs, P2P, buyouts and government-assisted transactions both in Europe and the US, raising funding in both ECM (Equity Capital Markets) and DCM (Debt Capital Markets). He has been the leading finance contact for negotiations with top US private equity firms and boutique investment banks in real estate deals. He was also a senior contact for the IMF Mission Article IV during the financial crisis.

As equity research analyst for Citigroup in a top-ranked team, he has delivered multiple deals in Europe and Latin America and engaged with international institutional investors across the globe.

He is experienced in oversight and compliance, having been Country Head in the UK and SMF lead regulatory contact with the PRA, the FCA, the FED and European financial regulators (EBA & SSM).

Throughout his career he has presented more than 7,500 hours of financial and capital markets content to a broad range of financial stakeholders globally, making financial concepts simple and accessible by adapting the jargon to the audience’s background.

Since 2014 our trainer has been a contributor to world-leading universities and business schools including the London School of Economics, IE Business School, The University of Chicago, UNAV (IESE) and ESADE in both MBA and professional education programmes where he is currently teaching Corporate Finance, M&A, Financial and Management Accounting and Private Equity.

Our initial public offering training courses have purposely been created with the following objectives in mind:
  • The most critical aspects of the IPO process which determine a successful publicly listed corporate life.
  • Developing a fundamental approach to a market-friendly IPO.
  • Applying the theory and understanding the different stakeholders’ interests.
  • identify the main risks in the process and decide on timings and appropriateness.
  • Negotiate with investment banks effectively.
  • Learn how to present, argue and defend an IPO process with investors, regulators and management teams.

  • Redcliffe Training’s IPO training courses are delivered by a professional with extensive hands-on capital markets experience.
  • We utilise online tools to maximise engagement and understanding of the subjects.
  • An easy step-by-step approach to becoming a publicly listed company, combining theoretical and practical aspects of the IPO process.
  • Our IPO course includes the analysis of real-life cases, and identifying best and worst practices in value creation.
  • An end-to-end IPO process review, including documentation, valuation, modelling and presentation.

This IPO course covers the end-to-end process for an initial public offering transaction. The approach is very practical and will enable participants to understand the dynamics of this transaction from a capital markets perspective, analysing and discussing the different conflicts of interest which are presented to each stakeholder and how to manage them to one’s best interest.
Number of places:
Part 1

£ 695.00

Number of places:
Part 2

£ 695.00

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